General Terms ans Conditions (GTC)
I. Scope
1. These Terms and Conditions of Sale shall apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognize terms and conditions of the Purchaser that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.
2. These Terms and Conditions of Sale shall also apply to all future transactions with the Purchaser, insofar as legal transactions of a related nature are involved.
3. Individual agreements made with the Buyer in individual cases (including ancillary agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.
II. Prices and payment
1. Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus value added tax at the applicable rate.
2. Payment of the purchase price shall be made exclusively to the account specified in the order confirmation. The deduction of a cash discount is only permissible with a special written agreement.
3. Unless otherwise agreed, the purchase price shall be paid within 21 days after invoicing. Interest on arrears shall be charged at a rate of 8% above the respective base interest rate p.a.. The assertion of a higher damage caused by default remains reserved.
III. Rights of retention
The Purchaser shall only be entitled to withhold payments or to set off payments against counterclaims to the extent that its counterclaims are undisputed or have been finally determined by a court of law.
IV. Shipping time
1. The commencement of the delivery period stated by us is subject to the timely and proper fulfillment of the purchaser's obligations. We reserve the right to plead non-performance of the contract.
2. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased goods shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.
V. Transfer of risk in case of shipment
If the products are shipped, the risk shall pass to the Purchaser upon dispatch to the Purchaser, at the latest upon leaving the factory/warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.
VI. Reservation of proprietary rights
1. We retain title to the delivered item until full payment of all claims arising from the delivery contract. We are entitled to reclaim the object of sale if the purchaser acts in breach of contract.
2. As long as ownership has not yet passed to him, the purchaser is obliged to treat the object of sale with care. In particular, he is obliged to insure it adequately at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the Purchaser shall carry this out in good time at its own expense. As long as ownership has not yet been transferred, the purchaser must inform us immediately if the delivered item is seized or exposed to other interventions by third parties.
3. The customer may neither sell, pledge nor assign the delivery item as security. In the event of seizure or confiscation or other dispositions by third parties, he shall notify us thereof without delay.
4. In the event of conduct by the customer in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the delivery item after issuing a reminder and the customer shall be obliged to surrender it.
5. The application for the opening of insolvency proceedings entitles us to withdraw from the contract and to demand the immediate return of the delivery item.
VII. Warranty and notice of defects
1. Warranty rights of the Purchaser require that the Purchaser has duly complied with its obligations to inspect the goods and to give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).
2. Claims for defects shall become time-barred 12 months after delivery of the goods supplied by us to our customer.
3. If, despite all due care, the delivered goods show a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We shall always be given the opportunity to remedy the defect within a reasonable period of time.
4. There shall be no claims based on Defect in cases of insignificant deviations from the agreed quality, of only minor impairment of usefulness, of natural wear and tear and of damage arising after the passing of risk from faulty or negligent handling, excessive strain, unsuitable equipment, inappropriate location or from particular external influences not assumed under the contract. If the purchaser or third parties carry out improper repair work or modifications, there shall also be no claims for defects for these and the resulting consequences.
5. Unless otherwise stipulated in the contract, claims of the Purchaser for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, including any costs of dismantling and installation, shall be excluded to the extent that expenses increase because the goods delivered by us have subsequently been taken to a place other than the Purchaser's place of business.
VIII. Software/Programs
The purchaser is granted a non-exclusive and non-transferable right of use for programs/software, including the associated documentation and supplements, for the intended operation of the delivery item. Apart from a backup copy, duplications are not permitted. Without the consent of the Seller, the Buyer may not pass them on to third parties or otherwise make them directly or indirectly accessible.
IX. Other
1. This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. Disputes and differences of opinion which may arise from or in connection with this contract shall be settled as far as possible by negotiations between the parties. If the parties do not reach an agreement, the disagreements shall be settled in accordance with German law, the exclusive place of jurisdiction and performance for all disputes arising from this contract shall be the Local Court of Betzdorf.